Lily Evans Potter?
by LiliaE
Summary: Lily has always hated James Potter. But when a secret is reveled about his friend Remus, Lily becomes friends with the Maruaders and discovers there is more to James Potter than she thought.
1. Chapter 1

**Disclaimer**- All characters and places belong to the amazing JK Rowling. I write for my fulfillment as well as others. Thanks to my beta's Midnight Marauder and Mawguy. Where would this story be with out ya?

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My name is Lily Evans. I am a seventh year student at the Hogwarts School of Witchcraft and Wizardry. I'm also Muggle born; this means there are some here -- mainly those nasty Slytherins -- who think I shouldn't have been allowed to attend. They think the only people who should be allowed to attend Hogwarts are Pure-bloods, students whose ancestors were all witches and wizards. Thankfully, not everyone thinks that way. Especially not James. James Potter. He is such a prat. But I love him; I haven't always. I used to loathe the sight of him. He was -- actually still is -- rather a show off. Always running his fingers through his hair, playing with a Snitch and being quite awful to Snape, although I don't catch him quite as often as I used to.

I suppose my attraction to James began with Remus Lupin. Dear Remus.

It was late one evening in my sixth year and close to exam time. Remus had always been a rather sickly looking boy, but that night he looked especially terrible. I would soon discover just why that was.

I was studying Dark Arts in the Common Room. James and his friends Peter and Sirius had already gone up to their tower room. Remus had chosen to stay downstairs for a while longer. Being sick so much of the time and skipping classes every once in awhile, he studied harder and longer than the rest. The Common Room was silent but for the turning of our pages and the occasional writing on parchment. An almost full moon outside the window cast a bright light across the floor. Remus kept glancing nervously at it. I was having some trouble with my DADA homework and went to ask for his help.

"Remus, would you mind helping me on the werewolf essay? I promise to help you with your potions homework in return." I smiled at him. I would never have asked this if James was there. He would never have let me forget it. Remus smiled back, though it was a rather wan half-smile.

"Of course Lily, what do you need to know?"

"Professor ---- asked us to write about the lives of werewolves and mentioned it would probably be on our finals, but I'm having a hard time finding some good information. I hate to copy from the same book as everyone else. I heard him compliment you today on writing an excellent essay."

"Ah yes, well, he was very kind." And so began a very nice hour where we discussed werewolves and their lives and how they were treated in society.

"That is really terrible." I said at one point. "To think people will judge them so quickly! Most of them are only evil once a month, and I'm sure precautions could be taken."

"Yes, but there are enough bad ones to make people suspicious of them all." A little while later, James came sleepily down the stairs.

"Hello, Potter. I didn't realize we were on a first-name basis." I then picked up my bag and left quickly, not wanting to hear his teasing. Surprisingly, he said nothing, he followed me, reaching out to grab my arm, I was already half-way up as he placed his foot on the first stair. And that's when it happened. The stairs collapsed, becoming a slide. I found myself on top of James. I'd never been so close to him before, those dark hazel eyes staring into mine. It was then I really took notice of his face. His strong features, dark eyebrows. I suddenly found myself looking at his mouth, wondering if what it would be like to kiss him, when he spoke,

"Hello, Beautiful," he said, breaking my though pattern and bringing me back to my senses. I was up, up the stairs, into my dorm, slamming the door behind me. I sat down on my bed breathing hard. What had just happened? I'd wanted to kiss James and almost had I found myself thinking about how handsome he was, how...what was wrong with me? I was supposed hate him! How could I possibly like some one who was always showing off, teasing Snape and generally causing disturbances with his friends. I slowly changed into my pajamas and crawled into bed. But sleep brought no relief: my dreams being filled with his face.

Morning came and went. I avoided James as much as possible the next day. Not that it was an easy thing to do. Being in all the same classes, it was hard not to see each him. I was simply too confused about how I felt to talk to him. So I did my best to ignore him.

After lunch I had a free period and not wanting to be in the Common Room were James was, I made my way down to the lake. I was surprised to find Remus out there as well. Looking even worse than the night before. His face was pale, and his eyes were full of sadness.

"Hello, Remus," I said, catching up with him.

"Oh, hello Lily." He quietly replied.

"Are you alright, you seem to be a bit down."

He smiled, "Nothing for you to worry about Lily. I'll be alright in a day or so."

"I don't think I had the chance to thank you last night for helping me with my homework."

He nodded. "Do you mind if I walk with you?" I asked, "I could use some company and fresh air." Again he nodded.

As sweet as Remus was, and as much as I enjoyed his company during that hour, he could not take James off my mind. It wasn't that we talked about him, no we talked about school, family, our summer plans and the like, but still my mind dwelled on James. What was he doing this summer? Why had he been so kind last night? Thoughts like that flitted through my mind as we talked. I could knew I felt differently for Remus then I did for James. I just wasn't sure if what I felt for either was love, or simply friendship.

Night fell. I hoped to talk again with Remus -- that was, if James would ever leave. However, Remus did not appear in the Common Room the entire night. In fact, as I thought about it, he had not been at dinner. My mind wandered from Remus back to the homework I had in front of me. Soon the Common Room was empty. James had gone upstairs an hour before. Not that I had been watching him of course. The full moon cast a white light across the floor; it was really a lovely night. Suddenly, I thought I heard a noise coming from the stairs to the boys' dormitories, but when I looked, there was nothing there. A moment later, the portrait hole door opened and closed. Strange, I thought, why would that happen? I considered getting up to check, but decided against it. Then a moment later, the door opened again. This time I was sure I'd go check on it when James stepped through.

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I was shocked. He had gone upstairs an hour ago hadn't he? He didn't seem to realize I was there, he seemed to be looking for something. Suddenly he smiled, bent over and picked up a piece of parchment. He was evidently getting ready to leave when he saw me and stopped.

"Lily!" He exclaimed, seeming a bit surprised to find me staring at him. He slipped the parchment into his back pocket.

"Potter. I'm surprised to see you here. I was sure I'd seen you go upstairs not to long ago. A bit after curfew isn't it?"

"Oh watching me now, are we, Lily?" he replied. I opened my mouth and closed it again, realizing what I'd just said. To my utter surprise, I felt myself blushing furiously. James came and sat down in the chair next to me. I glared at him and he ignored it.

"What were you and Moo-, I mean Remus, talking about so intently last night? He commented about what I a nice time the two of you had last night."

"Werewolves, if you must know. I was...I was having trouble with that essay." I replied. For a moment James looked rather stunned. I prepared myself for his jokes about my needing help, but they never came.

"Moony talked to you about werewolves?"

"Yes, as a matter of fact he did. Seemed rather enlightened on the subject. Said he had a cousin who was bitten." Again a funny look flickered across his face.

"Ah, yes, his cousin." We sat in silence for a moment. James stood up and went to the common room window. It was open and a slight breeze was drifting in. Suddenly the noise of a wolf howling in the distance drifted in, I jerked, startled. James looked out across the grounds and towards the Forbidden Forest. I had never liked the fact that our dorms where on the same side as the Forest, not that I thought they were haunted or anything, it just used to frighten me when I first came to Hogwarts. As the wolf howled again James sighed and slowly closed the window, but he remained there.

And suddenly, it all came together for me. I think I had known it since last night, that I had figured it out, but suddenly I knew it was true. The strange absences, Remus being sickly at every month, the nickname I had heard him called by James and Sirius, why he knew so much about werewolves.

I sat up straight, "It's not his cousin! It's him! Moony...Remus, he's a…oh, poor Remus!" I sat there, my hands clasped in front of me. James looked startled.

"I have no idea what you're talking about Lily. Remus, a werewolf? Nonsense." But as he said it, even he didn't look convinced of the fact. I stood up, walked to the window, grabbed him by the shoulders and made him look me in the face.

"James, look at me in the eye and tell me Remus is not a werewolf." James opened his mouth, paused, and closed it again. Then looked away.

"Lily...he...I.." he stammered.

"Oh, James, he is, he is! It must be terrible. No wonder he always looks sickly. It must be awful to live like that." A tear trickled down my cheek. James looked at me, watching the tear fall slowly down my face. He took a step closer, hesitating, gazing at me, I looked away. His hand reached up, stopped, and then slowly brushed the tear away. I shivered at his touch. This was not the James I thought I knew. He was tender, kind. Not teasing or showing off. This seemed to be the real James. Or maybe just another side of a complex person. Suddenly, his arms were around me. My face buried in his chest, his head resting on mine. I could smell him; a nice soapy smell and even a bit like trees. How long we stood there, I have no idea. Just the two of us, wrapped in each other. He was comforting, not speaking, just holding me.

Finally, I pulled away. Not really wanting to leave the warmth of his arms. But it was late, and I was recovering myself a bit, becoming a little uncomfortable at our intimacy.  
"Good night, James." I said and slowly went upstairs. Before I went into my dorm, I looked back down at him, just standing there in the moonlight, watching me. I laid down, not even bothering to change. So, Remus was a werewolf, and for some reason, I no longer hated James. Why was that, I kept asking myself. Was it his loyalty to Remus? The tenderness he showed me tonight? Or the fact that the two of us were growing up. And for the second night in a row, he filled my dreams.

The next morning, I made my way down to the Great Hall with butterflies in my stomach. The thought of meeting James again after last night fluttered nervously on the edge of my mind. What would he say? What would I say? As I approached the Gryffindor table in the Great Hall, I was amazed to find that he was not at breakfast. In fact, none of the self-named "Marauders" were around. I was not surprised to find Remus missing, but I did wonder where the others were. But I didn't have much time to think about it. I had to rush off to Transfiguration.

James, Sirius and Peter all arrived towards the middle of the class, causing Gryffindor to lose thirty points. Yet, Professor McGonagall said nothing about Remus. Only the five of us knew why. James and I didn't speak a word to each other all day. Classes were busy, there being only a week till exams; fifth-, six-, and seventh-year students filled the Common Room, all studying. Remus came in shortly after dinner but said nothing to me. I assumed he was waiting until everyone cleared the Common Room. I was right. Soon, only the Marauders and I remained. Sirius poked Remus and nodded toward me. Seeming to say, "Better do it now mate." Evidently James had told the others as well of my discovery. Remus slowly stood up and came toward me, looking very nervous.

"Lily..." he said, seeming unsure of himself. I stood up, went to him, and kissed him lightly on the cheek. He looked startled, and a little pleased. James, on the other hand, looked angry.

"Remus, I don't care what you are. To me, you are and always will be Remus Lupin. And I promise, no one will hear about you from me." He smiled with relief.

"Thank you," he whispered.

"Now, I believe I still owe you some help in potions."

"Yes, I believe you do."  
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Read! Reveiw!


	2. Chapter 2

The next couple of weeks flew by. Studying for exams, taking exams, waiting for results. I ended up helping all the Marauders with studying. For, in helping one, you really have to help the rest. Remus was my favorite pupil you could say. He always had good things to say and was always willing to study. James seemed a little more distant to Remus in the days that followed. I wondered if he resented our new relationship. Even though he joined our little study groups, he seemed sometimes as though he'd rather be somewhere else. I went with Remus on our last trip to Hogsmede of the year and this seemed to really set James off. He avoided Remus and I for quite some time after that.

I missed his presence during that time. Though I couldn't really say why. Remus really was wonderful company, but still, something in me longed as well for the company of James. I think I secretly wanted to go with James, but I could not yet convince myself that yes, this is what I wanted. Would he still be interested in me when our seventh year started? I was not going to get involved in an end-of-the-year fling. Any way, I was quite happy with Remus.

Or was I?

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Soon I found myself on the Hogwarts Express, my friends and I enjoying our last hours together we went our separate ways. I always dreaded the no using magic rule. Sometimes it was just to tempting, but now I had something to look forward to. I would soon be turning seventeen and could use my wand when I wanted. Not that I planned on using all the time or to hex Petunia, but it did help with fixing my hair in the morning and not having to iron everything. I wondered if Mum would let me try my hand at cooking with it.

The train had arrived at King's Cross Station, and I'd just stepped through the barrier when I heard James call my name. I turned to face him with apprehension, not knowing what he'd ask me. It was rather unusual for the two of us to be alone together. Well, alone meaning none of his friends nor mine; after all we were surrounded by Muggles.

"Lily, I was wondering. Would consider writing letters during summer holidays?"

"And why should I, Potter?" I asked, still not sure about my feelings toward him before deciding that I really wasn't very close to him.

He looked rather hurt; we hadn't referred to each other by our sur-names since that night in the Common Room. He quickly regained his composure and replied, "I know it can get lonely during the summer holidays, and I hoped you wouldn't mind writing me every so often."

"'Lonely? Isn't Sirius spending the summer with you? I also believe too I heard Peter mentioning he was coming to stay with you for a little while," I responded indifferently.

"Well, yes, but maybe, if you wrote, we could get to know one another better, and you wouldn't hate me so much." He grinned down at me. It was that smile that got me - No one else could smile like that. It was something that made me love him and hate him at the same time. Love the way he looked at me, and then hate him for making me love it so much Life was too confusing.

"I'm already writing Remus, but I will consider your offer and get back to you." I said, trying not to sound as nervous as I felt. I didn't want to make up my mind just then.

I left him standing there, he looked so dejected and forlorn. I hurried to where I saw my parents waiting for me. My sister, Petunia, was not there. I wasn't surprised. Ever since we found out I was a witch, Petunia and I hadn't really gotten along. She was probably off with that arrogant prat, Vernon. As soon as I arrived home and settled in, I pulled out my ink and parchment and started a letter to Remus.

_Dear Remus, _

_I hope you don't mind me asking your advice on something. I'm sure you have already found out that James asked me to write to him, and I gave him no answer. Currently, I am torn as to what to do. Will he really write to me? Or does he simply consider me a prize to be won? I feel, in writing to you at least, I have found a friend and fellow writer. I hope you do not mind me confiding in you. You seem to be the only person I feel I can trust at the moment. Why not Alice or any some one else in my year? I suppose because you know James. They all know how much I have disliked him, and to suddenly turn and ask their thoughts, to me seems a little strange. I feel as though I have really gotten to know you well in a short time. _

_But, enough about that. How are you? I arrived home safe and well. Petunia is out with her Muggle boyfriend. Thankfully. Every time I send an owl, she gets all wigged out. She finds it very disturbing that we use owls. I can't wait to see her face when I can use magic outside of school! Thankfully, my birthday is not far off. Hopefully Mum and Dad will be okay with it. I'm sure they will. _

_I must finish here -- Mum needs my help. I hope to hear from you soon, _

_Yours, __  
__Lily __  
_  
I sealed the letter, attached it to the leg of my owl, and sent him off. As I watched him go, I hoped that it wouldn't be long before Remus responded.

I was not disappointed. A reply arrived two days later.

_Dear Lily, _

If you must know, James was quite upset when you told him we would be writing. He didn't seem to think it quite fair. He seems to think I'm in love with you, but I'm not. And I sincerely believe that you do not love me, or at least, not the sort of love that makes people get married. I love you as a dear friend, but not the way James loves you.

(Here, I paused, re-read that last line. Did James love me?)

_Yes, James loves you. He has for as long as I can remember. And no, he is not standing over my shoulder telling me this. Though when your owl arrived here (I'm staying with him for a few days before returning home), he tried very hard to take it from me. I have since hidden it well and have only just had a free moment away from him. I feel I should tell you how James feels because I think once you get to know him, you'll like him a lot more. Do you really think I would be friends with him if he was as bad as you thought? I know your writing to him would make him very happy. I'm not asking you to love him; just like him, get to know him. _

He was so depressed on the way to his home after you didn't give him an answer, I felt like jinxing him just to make him stop moaning about it. He was quite convinced you hated him and that the next time you saw him, you would hex him within an inch of his life. I told him that if you still hated him, then why had you been talking with him so much more lately then you wouldn't have even talked to him? I also reminded him that for all the times you had threatened him, you had yet to put a spell on him. He remains unconvinced.  
I shall only be at the Potter's home for one more day. The full moon is near, and my mum and dad don't like me being away from them or from the school. They prefer me to transform some where familiar. And no matter what I say they don't believe that I'll be safe at the Potter's home. Another reason why I'll only be coming here once this summer. I do so look forward to hearing from you. James, Sirius, and Peter rarely ever remember to write. Though I do believe James would write you.

Yours,  
Remus

I had known James liked me. I mean, when a guy asks you out almost every week and every Hogsmeade trip, it's pretty easy to figure it out. But to see it written on paper, "James loves you", is very different. My emotions were in quite a jumble. But after thinking about it, I decided I would write to James. Remus was right; I knew he couldn't be the horrible person I always thought, especially the way Remus felt about him. Though I was still pretty sure he was a show off. But maybe that would change.

I also decided that I would not write to him again unless I had a letter back. I was not going to encourage him and make him think I felt more than I did. I pulled out my parchment and wrote a short acceptance note, along with a small bit of what I'd been doing since arriving home, and sent it off, knowing it would put a smile on his face, and surprised to find I was grinning happily as well.  
And so began one of the happiest summers I had ever known. The letters from Remus came more often than James's. Probably because he had a lot more free time and because he was quite the writer. Though I was surprised at how often James wrote. From what Remus said, I didn't expect letters above once a month. Instead I usually had one every two weeks or so.

I learned a lot about both boys. It seems Remus was having a hard time that summer. He was coming upon the realization that this was his last year at Hogwarts, a place where he could be with his friends and a place where he could be safe. It was no easy thing for werewolves to find jobs. He was at a loss for what to do.  
So, I did my best to encourage him. Remus always said he didn't know what he'd have done if I didn't write to him. Sometimes, I wonder why we didn't fall in love. I suppose it was because we weren't looking for love but friendship from each other. Remus knew James loved me, and I had what I had thought were romantic attractions to Remus, seemed to be falling away. I'm not sure I ever thought I was in love with Remus, but knowing he had no feelings for me, helped my romantic notions of him (if any) to dissipate. I think we finally convinced James of this.

I learned all about 'The Marauders', as they called themselves as well. The icknames they had for themselves, pranks they'd pulled. And so, Moony, Wormtail, Padfoot and Prongs became a large part of my life, although it was mainly Moony and Prongs. I knew why Remus was called Moony, but I didn't understand where the other nicknames came from. Every time I asked, I never got a good response.

Fall began approaching, along with September, and I began to look forward to a trip to Diagon Alley. I thought about telling James when I would be there but decided against it. I still didn't know how I felt about him. Was it friendship or love?

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	3. Chapter 3

Disclaimer - JKRs not mine

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My Hogwarts letter arrived along with my book list and a note saying I had been chosen as Head Girl. Something my parents were very proud of and something Petunia simply stuck her nose up in the air at.

I headed out to the Leaky Cauldron on the Knight Bus one Saturday about a week before school was to start in order to pick up my new books and robes. It was late in the day, and I had finally finished all my shopping when I heard,

"Lily!"

I turned and saw Remus waving from across the street over by Flourish and Blotts. I made my way over to him.

"Remus! How wonderful to see you here! You look great!" And indeed he did. It was amazing what some summer sun and a full moon about two weeks away could do for him. He put an arm around me in a half hug; both our arms were rather full.

"Have you found everything you need today?" He asked.

"Yes, and some things I didn't know I needed! Of course I had to restock quite a lot of paper and ink." I told him, grinning. He laughed.

"Same here. The others left here about an hour ago. I seem to be the only one who can stand a bookstore."

"'The others?' " I asked, becoming slightly nervous at the thought of seeing James. I had not prepared myself for this.

"The other Marauders of course. We all came together. It's been great. James will die when he sees you. He wondered if you would be here as well, been nervous about it all day. I keep telling him to get over it, but you know James." He replied, grinning

I smiled back, trying not to show that I was just as nervous as James. "Well, then, let us go search for them, " I said, putting on an air of confidence. Remus took my arm, and the two of us, laden with our bags headed down the street discussing our letters and how life had been going since the last one.

It wasn't long before we saw James, Sirius, and Peter all looking through the window at Quality Quidditch supplies. What a surprise. James had a bag bearing the name on the side. I wondered what new thing he had bought for his broom.

I decided to startle him as much as possible, and before Remus could call out a hello I said, "Careful Potter, I think they just washed the windows They may not want your nose prints all over it." He turned suddenly and looked at me in shock. Both Remus and I were laughing.

He grinned, "I...well…I don't think they'll mind. I have a rather nice nose."

I laughed again. "It's good to see you again James. I'm glad Remus saw me. I was just about to leave."

"Well, you know how we all love to see you, dearest Lily," Sirius said and kissed my hand.

"Such the gentleman, Mr. Black! Always a pleasure to see you as well, " I smiled sweetly at him.

It was more than James could take. He finally was able to speak and over come ("over come" is one word) his nervousness and said, "Excuse him(insert comma) Lily, he is always falling heads over heels for beautiful women. Pay him no mind; he'll break your heart in minute."

Sirius pretended to look shocked, and I blushed. To hear James call me a beautiful woman was…well…nice. I looked away from the gaze of his dark eyes. James must have noticed this, for he took that moment, when I was rather weak already, to propose taking me to Florean's for ice cream. How could I resist?

"Are you sure the two of you don't need chaperones? You know, make sure you don't get into any trouble?" said Remus as James took my arm, though not without me hesitating, i _is this what I wanted_/i

"You mean make sure they keep their lips to themselves!" Sirius laughed.

_Oh dear,_ I thought_, what am I doing_/ I could feel myself blushing again. I resisted the urge to run away. James just rolled his eyes and waved. "Ignore them," he sighed. Also rolling his eyes and giving me a look that said I'd better get used to that kind of thing.

The next two hours flew by. Just the two of us, sitting at our table, talking. Thankfully, Remus had kindly consented to take my books to the Leaky Cauldron and have Tom hold them. I don't believe I would have noticed if someone had stolen my purchases. It was then I think that I really fell in love with James. Sitting there, talking with him. Does that seem too quick for you? Maybe. Yet, even then, if you had asked me, I wouldn't have said I was in love with him. I knew I liked him, oh yes, I liked him very much. But love?  
He had loved me for so many years, and writing over the summer had helped me get to know and understand him a lot better. Remus had also helped. His letters would mention James and what he was like every so often. And working with them at the end of the last school year, I had gotten to know them more. And now, here we were together, for alone for the first time ever really. He wasn't joking, and he wasn't trying to show off for any one. It was just the two of us, getting to know each other.

We couldn't believe it when we realized how late it was, close to 6:00. I knew my parents would be staring to wonder where I was. We walked back to the Leaky Cauldron, hand in hand.

"Oh, I don't think I told you that I'm head boy. To go along with your Head Girl status, " he told me before we entered the Leaky Cauldron from the Diagon Alley side.

"Really! I'm surprised. I didn't know you had it in you. I kept expecting Remus to tell me it was him." I said.

"There's a lot you don't know about me, " he said, with a slightly evil grin and winked at me. I punched him in the arm, rather hard to.

We found the other three waiting for us there, all wondering how much longer we would be. Sirius said they had considered sending out a search party. Remus rolled his eyes. I collected my stuff, thanking Remus and giving him a quick hug, then went out, and stuck my wand out for the Knight Bus.

As I climbed aboard the Knight Bus to return home James said, "So does, this mean we're going out?"

"Maybe, " I said, laughing and closed the door. Still enjoying too much the pleasure of teasing him.

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More to come soon...


	4. Chapter 4

**Disclaimer -** Everything belongs to JKRowling, she is a brilliant author who created this world. I just created this plot. :-)

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I was happier than I'd ever been as I boarded the Hogwarts Express. Even though I had prefect duties, I first wanted to find the Marauders. This was not too difficult as the four of them had just set of dungbombs in the Slytherin Quidditch captain's compartment and then run. Well, actually, Remus hadn't. He was in the prefects' carriage at the front of the train, no doubt warned to stay away from for a little while.

"Potter, I should take points off for that."

James looked up and grinned, "Why, Lily-flower! Whatever would you want to do that for?" he said, and before I could stop him, he grabbed me around the waist and spun me around the hallway.

"James Potter! How dare you!" I said once he stopped, leaving me dizzy.

He grinned wickedly, "What? Are you not happy to see me?"

"You know what you big prat," I replied punching him on the sholder, "Of course I'm happy, I just don't think that spinning around in the hallways is a good way to show it!"

"Did you hear that mates?" He said calling over his shoulder, "She's excited to see me!"

A few heads had poked out of their compartments to see what the noise was about. I blushed. James, still holding on to my waist, drew me into the compartment he and the others were in.

"Not ashamed are we Evans?"

"No Potter I just thought as Head Boy and Girl we should show some decency. And I'm a prefect!"

He laughed at this. Remus used this a lot against the others, but it rarely fixed anything.

"James, will you ever grow up?" I said, looking at him with a frown on my face.

"Maybe you should reform me," he said pulling me much closer, with a wicked gleam in his eyes.

"Mmm, don't you wish," I said pulling away. "I'll see you later. I have prefect duties that I actually care about." And I walked out, going off to look for my friends and leaving James looking rather deflated.

After walking the train and making sure all was in order with the other prefects I went to find my friends. And even though there were five of us, I still felt lonely. It was quieter with out James, Remus, Peter and Sirius. I found it funny that I actually missed them. Their jokes and laughter. James' smile. I sighed wistfully for what felt the hundredth time.

My friend Alice turned to look at me, "Lily, you keep sighing and you don't seem to be quite yourself? Are you quite all right?"

"Yes, Alice, I'm fine." I said, smiling and trying not to look completely out of it.

"I know! It's that Potter boy isn't it!" She said. I was shocked, how did she know? "He's been asking you out again, or doing some such other horrible thing hasn't he?"

I relaxed, she didn't know. Of course how could she? When I'd left last summer and I had adamantly stated I still hated him, she didn't know what had gone on during the summer. I hadn't felt ready to tell her yet.

"Oh, something like that." I said. And then tried to be a little more engaging, not wanting her to figure it out or ask any more questions.

Soon we arrived at Hogwarts and we all piled out of the train and into our carriages. I expected my friends to be following in after me and was surprised to see James following me in and closing the door. (later I learned Sirius, Remus and Peter had kept every one else away so the two of us could ride alone.) James looked at me for a minute and then said, in a very serious tone,

"Tell me Lily-flower, why do you keep running from me?"

"I...James...I don't…"

"Don't say you don't know what I'm talking about. I know you do. Telling me your happy to see me, then leaving and not coming by again all day. I know you Lily, and you do not seem to be the kind of person who would play with some ones feelings."

"No James, not in the least, its just..." I didn't know what to tell him. I didn't know what to say, or even really how I felt. I knew I didn't hate him, but love, it is such a complex feeling. But before I could put any thoughts into words, the carriage had stopped and the doors had opened.

He took my hand, "We'll continue this later."

I submitted as he kept my hand and didn't let go until dinner appeared on our plates. It was oddly comforting, that warm hand on mine. Yet it made me nervous as well. Knowing that soon I was going to have to figure out how I really felt about James and tell him. As we walked up to the common room, still hand in hand, I could hear the whispers. It was known by many, especially Gryffindors, that James had been asking me out for years and I had flatly refused. So to see the two of us walking along the corridors like that was a shock to more than one person. And even more of a shock to my friends who had heard me say I would never go out with James Potter if he was the last man on earth.

Time seemed to drag slowly by, even though the Common Room was empty by 10 o'clock. As my friend Alice had gone up to bed she had given me a look of, "What's going on?" I just shrugged and tried to say with my eyes I'd tell her later.

However we weren't totally alone yet, Remus, Sirius and Peter were still there. Though when Remus looked up and realized every one else was in bed he stood up and yawned and said, "Well I suppose it's off to bed. Big day tomorrow. Eh, Sirius?"

Sirius looked as though the last thing on earth he wanted to do was leave the two of us alone. James pretended to be absorbed in his book and paid them no mind. Sirius slowly stood up and turned to Peter.

"Bedtime, eh Peter?"

Peter looked at the two of them like he had no idea why they had to go to bed. But Sirius looked pointedly at James and I, and Peter seemed to understand.

"Oh, right, yes, bed."

"I'll be listening." James told them as they went up stairs.

"Prongs ol boy do you not trust us!" Sirius said with mockingly. I wondered whatever on earth could they mean.

"Not in the least." James replied. Seeing the look of confusion on my face he said, "I'll tell you later."

And so the other Marauders disappeared up the steps. James listened for a moment, his eyes fixed on the stairs. Then he slammed his book shut and looked at me. I tried smiling innocently as though I had no idea what was going on.

"So Miss Evans, tell me. Why do you keep giving me these mixed signals?." He turned his dark eyes upon me, they were full of seriousness and none of the playfulness that so often filled them. This wasn't the joking James I saw so often. This was James being serious, being honest. I knew I couldn't lie to him. I looked down at my hands.

"I'm afraid James. I'm afraid to say how I feel. I'm afraid I'll just be a 7th year fling for you. Once you've conquered me, you'll be happy and move on. I don't want to be left alone James, especially by you. I've loved getting to know you these past months. Getting to know who you really are. But James, do you really love me?" I replied, finishing by looking back at his face, and quickly looking away again.

His hand came up to my face and gently he turned my head so again I was looking into those deep brown eyes.

"Lily," He spoke softly, "My little Lily-flower. Of course I love you. I can hardly remember a time when I didn't love you. Just ask Moony or better Padfoot. You have no idea how happy you've made me. Writing to me over the summer, not frowning at me every time I look or speak to you. I feel like I'm going to explode I'm so happy. Maybe at first it was a crush, but my little Lily, I feel so much more for than I ever have for any one. I have never felt this way for any one else. So yes Lily, I love you."

And then, he closed the distance between us and our lips met, just briefly. A shiver went down my entire body.

"Don't stop," I said, to my utter shock, and yet it was true. He laughed quietly. Again bent his head down and we kissed again, longer. My arms went around his neck and I pulled him closer to me. No thoughts went through my mind other than pure happiness and knowing that this was right.

Suddenly a whooping sound came from the corner. We quickly pulled a part. I looked and saw no one, and then suddenly Remus, Sirius and Peter were all in the corner, all grinning. Sirius's was more an evil grin and Remus shrugged apologetically.

"How...?" I said, in utter shocked wondering if the three of them had been there the whole time.

Sirius held up a silvery cloak, "James hasn't told you about this yet, eh? His invisibility cloak. Would've been down here sooner but Moony here did his best to keep us from coming. Of course I don't think he tried his hardest."

"I did to! I came down with the two of you to make sure you didn't jinx them or something." Remus replied and Sirius snorted. Seeing the shock in my face and realizing I was worried that they had seen the whole thing Remus quited my fears, "And don't worry Lily, we made it down just before the first kiss. You never would have known we where her but, Sirius here was having a hard time restraining himself and had to express his feelings."

I buried my face in James's shoulder, giggling, totally embarrassed. I looked back up at James, "Will we ever have privacy? Or will they always be following us around under that thing?"

James laughed, "Remember, Lily, that is my cloak. We can be the ones to slip off under, not them. Though keeping it in your room might work better since they can't go up there."

"You can't do that mate!" Sirius cried, "How would we..." He stopped, looking at me.

"I see, so that's how you've been pulling some of your pranks! Maybe it would be a good idea for me to keep it James. We can't have head boy getting in trouble. And Remus, you're a prefect!" Remus looked at the ceiling.

"That among other things. Eh, James?" Sirius said wickedly.

"Now hold up, we can't go giving all our secrets to Lily in one night," James said, looking at Sirius as though he wanted to knock him out.

"Well, in that case Mr. Potter, maybe I'll just go to bed..." I said starting to get up.

He pulled me down again, "I'll tell you anything, I promise, don't leave!" I smiled at him, kissed him lightly and replied, "No James, you don't have to. But really, I must go to bed. First classes are tomorrow and it's very late. And I don't care what you do, but I am not sleeping in classes. Not even Professor Binns."

Again I stood up and so did he. He stopped at the bottom of the stairs to the girls' dormitories and I continued up. At the top I turned and looked back down. And then I knew, I don't know how, I just did, that he would never leave me. That he would always love me. I flew back down the stairs, into his arms and kissed him. "I love you James Potter." I whispered in his ear. "I love you my Lily-flower."

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If I thought I had been happy over the summer, it was nothing compared to how I felt over the next weeks and months. Being with James, being in love. It was truly wonderful. Nothing in the world can describe what it's like to be in love. Especially with some one like James.

But there were still some things I didn't know about James and the Marauders. Every time I asked where the got their nicknames, I never got a straight answer. Only Moony was the obvious one. Nothing could have prepared me though for what I was about to find out.

It started toward the end of October. I was in my dorm one Sunday afternoon, talking with my friends, a rare moment when I wasn't with James. We had been laughing and generally having a good time (discussing boys) when suddenly, Alice screamed and jumped onto her bed, pointing at the floor. I turned to look as others screamed as well: a small gray rat was making its way towards us. Though I did not like rats, I was not about to jump shrieking onto my bed.

"I bet Sirius sent it up here," I said. I bent down and picked it up by its tail.

"Throw it out the window!" Alice shrieked. I considered doing so, but as soon as she said it, the rat began squealing and trying to get free. A thought flashed through my mind, did he understand us? Well, of course that was silly, but still, it didn't feel right throwing it out a window to plunge to its death.

"No, I'll just take it back to Sirius." I carried it down the stairs. The other girls cringed as I walked by.

Just as I thought, Sirius had his nose buried in a book when I got downstairs. Sirius never read if he didn't have to. I stood in front of him, still holding the rat by his tail.

"I think this is yours, Mr. Black."

"Why Lily…" he stopped suddenly, looking at the squealing rat. He seemed quite shocked to see me holding it. He shook his head,

"Um, what makes you think I sent it upstairs?"

"Hmm, I dunno, you are always playing jokes on people and I know you wouldn't hesitate to do so."

"Oh, but Lily, you are James's girlfriend! How could I do a thing like that to you, knowing what James might do to me," He tried looking innocent, it didn't work.

"That is exactly why you would send a rat upstairs. Because I'm James's girlfriend. It was a close call for this little rat. Almost threw him out the window."

"Lily! That would've been cruel!" He looked very worried and tried to take the rat back. I held it away.

"Yes, well it was cruel to send him up." I dropped the rat in his lap and headed back to the dorms. Just as I closed the door, I was sure I could hear the laughter of Sirius and Peter.

About a week later, James asked me to come with him on a walk around the lake. I thought about not going, I had some homework that needed doing, but it was hard to resist his pleading, so I consented. We walked quietly to the edge of the lake, hand-in-hand, not talking, just enjoying being together. We stopped, and he turned to me,

"Wait here a minute, will you? I want to show you something." I looked at him suspiciously.

"What?"

"It's a surprise. You're not supposed to know."

I sighed, "All right then."

He turned and disappeared into the wood. It was a warm fall night, a gentle breeze was blowing. I looked at the lake, waiting. It was strange, being alone down there in the dark. I heard a sound behind me, turned and gasped. A beautiful stag was standing there. I'd never seen anything like it; of course I'd never been that close to a stag before. I reached out and touched its forehead, gently stroking the nose. As I looked into the eyes, those brown eyes…

"James?" I whispered in shock. The stag nodded his head.

"You're, you're an animagus!" Again the stag nodded. Then it dawned on me.

"Prongs!" Again the nod. Then, he bent down on his front legs and motioned towards his back.

"You…do you want me to get on?" Nod. I wasn't to sure but decided I could trust him. I climbed on, and he stood up. He walked slowly at first, and then broke into a gallop through the forest. I grabbed around his neck and held on.

It was amazing. It felt like flying. Prongs ran so smoothly it was hard to remember I was on the back of a stag and not moving of my own power. The wind blowing through my hair, and once I'd gotten my eyes open after our first run, I could see the trees flying by. I'd never felt anything like it. There we were, just the two of us, stag and girl.

I don't know how long I rode. There is no such thing as time when you are flying. Eventually, Prongs came back around to the lake and stopped. I slipped of his back, and James transformed back into himself.

"James, that was amazing!" I said breathlessly. He caught me up in his arms and kissed me, and so we stood.

"Well, little flower, you now know one of my biggest secrets. I've been an animagus since fifth year. Only you, Moony, Padfoot and Wormtail know."

"Moony, Wormtail, Padfoot and Prongs!" I said, realization dawning, "All of you, well except Moony, are animagi, aren't you? Wait a minute, Peter wouldn't happen to be a rat, would he?" It dawned on me why Sirius had looked rather shocked when I said I'd almost thrown the rat out the window.

"Yes, why?" Evidently, Peter and Sirius had not told him of their adventure. I began giggling. James looked at me in utter confusion.

"What's so funny?" Through my laughter, I was able to tell him,

"The other day, a rat came up into the girls' dorm, and I figured Sirius sent it up there. I almost threw the rat out the window but decided to take it down to Sirius instead. He seemed a bit worried when I said I'd almost done that. I see why now! Poor Peter! No wonder he started squealing so much! Thought he was about to plunge to his death."

"That Sirius! I'll…" He made like he was going to pull his wand out and find Sirius.

"James!" I said still laughing, "Don't worry about it. It was really quite funny. And now that I know, I won't throw any rats out of windows any time soon."

"Never mind that." James smothered me in another kiss. We were enjoying each other when suddenly I saw two eyes looking out at us from the forest.

"James," I whispered, scared, "What is that?" He turned to look. Slowly, a large black dog came slinking out of the forest. I stood behind James; the dog did not look like he was friendly in the least. Suddenly, it to rushed at James. I screamed. But instead of attacking him, it began licking James's face.

"Oh gross, Padfoot, really!" He said pushing the dog down. I stared from the dog to James and back.

"Padfoot? Is that _Sirius_?" The dog yapped happily and began jumping playfully around me.

"Sirius, you prat! Do you know how badly you scared me!" James was laughing, and Sirius changed back into himself, laughing as well.

"Evil! That's what the two of you are! No privacy either!"

"Oh, don't worry, Lily. I only just arrived. Decided to come see if I could find the two of you. James told me he would be telling you about our animagi forms tonight. Luckily for me, James hadn't gotten around to telling you about me yet." Sirius replied, grinning from ear to ear.

I smacked him on the arm, "It was still evil. I don't know how I'll ever survive between the two of you. "

"Oh don't worry, Lily. I'm sure James will find a way."

And so the three of us walked back up the castle. James with his arm around me, and Sirius on my other side. Joking, laughing and just being friends. As I looked at the two of them I thought, "My boys, my dear boys." For it was hard to do anything with James and not have Sirius around. You could hardly separate the two of them. I didn't mind though. I loved them both really, and of course Remus and Peter. Just not they way I loved James. I interrupted the steady flow of conversation to kiss James on the cheek and whisper, "I love you." This meant another kiss from James and a snort from Sirius.

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HeeHee. Hope you enjoyed that! One of my favorite parts of the story. Thanks a million to my faitful reveiwers. Story is almost over. Epilouge of sorts to follow and info about Order of the Phoenix.

Keep reading...keep reviewing!


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